CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE of INCORPORATION
                                       OF
                       MAGNITUDE INFORMATION SYSTEMS, INC.

      MAGNITUDE INFORMATION SYSTEMS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:


            FIRST: That by majority vote of the Director's of the Corporation at
            a duly organized meeting held on October 11, 2005, pursuant to
            Section 141 of the General Corporation law of the State of Delaware
            (the "DGCL"),and pursuant to the vote of shareholders of the
            Corporation owning a majority of the Corporation's issued and
            outstanding common shares at a duly organized meeting on March 31,
            2006, pursuant to Section 211 of the DGCL, for stockholders of
            record on February 6, 2006, pursuant to Section 213 of the DGCL, the
            following resolution was duly adopted:

            RESOLVED, that the Board of Directors and the shareholders of the
            Corporation hereby declare it advisable and in the best interests of
            the Corporation that Article IV of the Corporation's Certificate of
            Incorporation, filed with the Secretary of State, State of Delaware
            on April 19, 1988, as amended (the "Certificate of Incorporation")
            be amended to read as follows:

            FOURTH: The aggregate number of shares of all classes of stock which
            the Corporation is authorized to issue is 303,000,000 shares,
            consisting of 300,000,000 shares of Common Stock, par value $.0001
            per share, and 3,000,000 shares of Preferred Stock, par value $.001
            per share.

SECOND:         That the above stated amendment was approved by the Board of
                Directors of the Corporation by majority vote pursuant to
                Section 141 of the DGCL and by majority vote of the shareholders
                of the Corporation owning a majority of the Corporation's issued
                and outstanding common shares on March 31, 2006.

THIRD:          That the above stated amendment was duly adopted in accordance
                with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be signed by Steven D. Rudnik, President, an Authorized Officer, this 31st day
of March, A.D. 2006.

                                           MAGNITUDE INFORMATION SYSTEMS, INC.


                                           By:   /s/ Steven D. Rudnik
                                                 -------------------------------
                                                 Steven D, Rudnik, President